NVIDIA 2005 Annual Report Download - page 106

the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company
shall be relieved from any liability for failure to issue and sell stock upon exercise of such Stock Awards unless and until such
authority is obtained.
10. Use Of Proceeds From Stock.
Proceeds from the sale of stock pursuant to Stock Awards shall constitute general funds of the Company.
11. Miscellaneous.
(a) The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a
Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the
time at which it may first be exercised or the time during which it will vest.
(b) Neither an Employee, Director or Consultant nor any person to whom a Stock Award is transferred under subsection 6(d) or 7(b)
shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Stock Award
unless and until such person has satisfied all requirements for exercise of the Stock Award pursuant to its terms.
(c) Prior to the Listing Date, as required by Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall
deliver financial statements to Participants at least annually. This subsection shall not apply to key Employees whose duties in
connection with the Company assure them access to equivalent information.
(d) Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Employee,
Director, Consultant or other holder of Stock Awards any right to continue in the employ of the Company or any Affiliate (or to
continue acting as a Director or Consultant) or shall affect the right of the Company or any Affiliate to terminate the employment or
relationship as a Director or Consultant of any Employee, Director, Consultant or other holder of Stock Awards with or without cause.
(e) To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar year under all plans of the Company and its Affiliates
exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as Nonstatutory Stock Options.
(f) The Company may require any person to whom a Stock Award is granted, or any person to whom a Stock Award is transferred
pursuant to subsection 6(d) or 7(b), as a condition of exercising or acquiring stock under any Stock Award, (i) to give written
assurances satisfactory to the Company as to such person's knowledge and experience in financial and business matters and/or to
employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and
business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks
of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that such person is acquiring the
stock subject to the Stock Award for such person's own account and not with any present intention of selling or otherwise distributing
the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance
of the shares upon the exercise or acquisition of stock under the Stock Award has been registered under a then currently effective
registration statement under the Securities Act, or (2) as to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may,
upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the
stock.
(g) To the extent provided by the terms of a Stock Award Agreement, the person to whom a Stock Award is granted may satisfy any
federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under a Stock Award by any of the
following means or by a combination of such means: (1) tendering a cash payment; (2) authorizing the Company to withhold shares
from the shares of the Common Stock otherwise issuable to the participant as a result of the exercise or acquisition of stock under the
Stock Award; or (3) delivering to the Company owned and unencumbered shares of Common Stock.
(h) The terms of any repurchase option shall be specified in the Stock Award and may be either at fair market value or at not less than
the original purchase price. As required by Section 260.140.41 and Section 260.140.42 of Title 10 of the California Code of
Regulations, any repurchase option in a Stock Award granted prior to the Listing Date and held by a person other than an Officer,
Director or Consultant shall be upon the terms described below:
(i) If repurchase option gives the Company the right to repurchase the shares upon termination of employment at not less than the fair
market value of the shares to be purchased on the date of termination of employment, then (1) the right to repurchase shall be
exercised for cash or cancellation of purchase money indebtedness for the shares within ninety (90) days of termination of
employment (or in the case of shares issued upon exercise of Stock Awards after the date of termination, within ninety (90) days after
the date of the exercise) or such longer period as may be agreed to by the Company and the Participant (for example, for purposes of
satisfying the requirements of Section 1202(c)(3) of the Code regarding "qualified small business stock"), and (2) the right terminates
when the shares become publicly traded.
(ii) If repurchase option gives the Company the right to repurchase the shares upon termination of employment at the original
purchase price, then (1) the right to repurchase at the original purchase price shall lapse at the rate of at least twenty percent (20%) of